Housewares Direct User Agreement

HOUSEWARES DIRECT

You must register and accept the terms of this Agreement in order to use the Services. BY CLICKING ON THE "I ACCEPT" BUTTON DURING SIGNUP, AND REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. Housewares Direct, LLC. (“Housewares Direct ”) reserves the right to change or modify any of the terms and conditions contained in this Agreement, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the Housewares Direct Web site (the "Site"). Housewares Direct will post a notice of such changes or modifications to this Agreement on the Site for thirty (30) days. Your continued use of Services following Housewares Direct 's posting of any changes or modifications will constitute your acceptance of such changes or modifications. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "I ACCEPT" BUTTON (OR COMPLETE THE USER INFORMATION FORM). If you do not agree to the terms of any modification, do not continue to use the services and immediately notify Housewares Direct of your termination of this agreement.

This Agreement is for the provision and utilization of Housewares Direct ’s on-line product ordering services, and whereas Housewares Direct has developed and maintains an on-line product ordering service (eCatalog and commerce engine) for the Housewares industry (the “Housewares Direct System”), and whereas you (“User”) are a Housewares Supplier or Retailer which desires to use the Housewares Direct System, NOW THEREFORE, the parties agree as follows:

1. Housewares Direct will maintain the Housewares Direct website and computer systems for the efficient and immediate receipt, processing, and forwarding of Retailers order information to Housewares Suppliers. User authorizes Housewares Direct to transmit purchase orders on their behalf. Housewares Direct also provides initial training and unlimited phone support to User.
2. Training. Housewares Direct will provide training to User’s employees in proper utilization of the Housewares Direct System. User will designate and make available suitable (competent, web experienced, English speaking) employees for training by Housewares Direct in use of the Housewares Direct System. All training will be provided by phone.
3. Equipment. Housewares Direct may provide Users equipment such as a computer and/or a hand-held scanner. Any and all equipment provided to User by Housewares Direct is the exclusive property of Housewares Direct , LLC. and must be returned in good working order upon termination of this agreement. User agrees to care for equipment provided by Housewares Direct and maintain adequate capabilities to utilize the system. User shall be liable for excessive and/or abusive equipment treatment.
4. Conditions of the System. The Housewares Direct System transmits the Retailer’s input data to Housewares Suppliers. The Retailer is solely responsible for inputting correct product orders. Housewares Direct does not verify or edit the information input by Users. The Housewares Direct System provides a means by which the Retailers can ascertain that Housewares Suppliers have received an order, but Housewares Direct does not acknowledge orders on behalf of Housewares Suppliers or promise to fill such orders. The Housewares Supplier acknowledges, ships, and bills all products direct to Retailer. Housewares Direct is not a shipping or financial intermediary between the Users. It is the sole responsibility of the Retailer to determine if a Housewares Suppliers’ order acknowledgment is in conformity with the Retailer’s order. Housewares Direct ’s liability is limited to direct costs (not including lost profits) resulting from errors in Housewares Direct ’s processing and relay of User’s orders.
5. Compensation. All payments due to Housewares Direct shall be paid upon the first day of the following month when services were rendered. Users with invoices overdue more than 30 days will be suspended from selling activities until all invoices are current.
6. Fees. Retailers use of the site is free. Suppliers pay a brokers commission to Housewares Direct of the monthly sales as determined by the Purchase Orders that accumulate during any given month (not including shipping costs) from new customers.
7. Nondisclosure. Users agree not to disclose any details of Housewares Direct’s business including pricing, product identification and brand to any person without Housewares Direct’s written consent. Users agree not to disclose the operating features of the Housewares Direct System to any person without Housewares Direct ’s written consent.
8. Termination. Users may terminate this Agreement in the event of material failure of the other party with respect to such party’s promises made in this Agreement. Any monies paid will not be refunded.
9. Best Efforts. The parties acknowledge that they receive mutual benefits from the course of business contemplated by this Agreement. Each party agrees to use its best reasonable efforts to fulfill its undertakings in this Agreement.
10. Venue and Law. This Agreement is performable in New York City, and New York City law shall apply to this Agreement.
11. Notice. Any notice to Housewares Direct under this Agreement shall be given to Housewares Direct at the street address then displayed on Housewares Direct ’s website. You understand and agree that You are solely responsible for reviewing these Terms from time to time, although we will do our best to inform you by email when changes are made.
12. Trademarks. Housewares Direct , and the logos thereof are trademarks or service marks of Housewares Direct, LLC. No display or use of such marks may be made without the express written permission of Housewares Direct, LLC.
13. Channel Conflict. Due to the nature of the Housewares Industry, from time to time there will be overlap between different brokers (outside sales representatives) and geographic areas. It is not the intention of Housewares Direct to take away any accounts from existing brokers and/or disrupt the relationships you may have with customers. If a broker has an account that starts to use the Housewares Direct system, we do not expect to be compensated for the sales that are subsequently processed. That being said, we are trying to open new accounts for the suppliers and when a new account is opened by Housewares Direct, even if it is in a "covered" geographic area, we expect to get credit for the new business in the form of our commission.
14. Good Faith. The purpose of Housewares Direct is to facilitate business transactions in the Housewares Industry. We know that we can not be all things to all people and that each participant in this industry does things in their own way. Therefore we know that questions will arise and problems will occur, so we ask that each Housewares Direct supplier and buyer will be patient while we continue to streamline this "work in progress." Our mutual success depends on open lines of communication, cooperation and a willingness to put in the extra effort to make this program work.

We hope that Housewares Direct is a huge help to your business and that we can build this emarket into a valuable tool for everyone in the Housewares Industry. Please be in touch with any comments or questions about how we are doing - your input is invaluable.

Sincerely,

David Spencer
President